(1) "Associated person" shall
mean any partner, officer, director, or branch manager of a broker-dealer, or investment
adviser (or any person occupying a similar status or performing similar functions),
or any person directly or indirectly controlling or controlled by such broker-dealer,
or investment adviser, including any employee of such broker-dealer or investment
adviser, except that for the purposes of OAR 441-195-0010, 441-195-0070, 441-205-0140,
and 441-205-0210, the term "associated person" shall not include persons whose functions
are only clerical or ministerial.

(a) In the case of a customer
who purchases a security through or from a broker-dealer except as provided in subsection
(b) of this section, the time when such customer pays the broker-dealer any part
of the purchase price, or if payment is effected by a bookkeeping entry, the time
when such bookkeeping entry is made by the broker-dealer for any part of the purchase
price;

(b) In the case of a customer
who purchases a security through or from a broker-dealer and who makes payment therefor
prior to the time when payment is requested or notification is given that payment
is due, the time when such broker-dealer delivers the security to or into the account
of such customer;

(c) In the case of a customer
who sells a security through or to a broker-dealer except as provided in subsection
(d) of this section, if the security is not in the custody of the broker-dealer
at the time of sale, the time when the security is delivered to the broker-dealer
and, if the security is in the custody of the broker-dealer at the time of sale,
the time when the broker-dealer transfers the security from the account of such
customer; and

(d) In the case of a customer
who sells a security through or to a broker-dealer and who delivers the security
to such broker-dealer prior to the time when delivery is requested or notification
is given that delivery is due, the time when such broker-dealer makes payment to
or into the account of such customer.

(4) "Controlling security holder"
means a person who exercises control as defined under ORS 59.015(2) or who is directly
or indirectly the beneficial owner of more than ten percent of the outstanding voting
securities of an issuer.

(5) "Director" means the Director
of the Department of Consumer and Business Services.

(6)(a) “Financial Industry
Regulatory Authority” or “FINRA” means the self-regulatory organization
registered as a national securities association under section 15A of the Securities
Exchange Act of 1934, 15 U.S.C. ¦73o-3, to register and regulate broker-dealers
and salespersons and approved by the SEC as a successor to the National Association
of Securities Dealers, Inc.

(b) For purposes of ORS 59.025,
59.049, 59.065, 59.175, 59.331, and 59.370, references to the “National Association
of Securities Dealers, Inc.” or “NASD” shall refer to the Financial
Industry Regulatory Authority or FINRA.

(8) “Form ADV” means
the application for registration as an investment advisor under sections 203(c)
or 203(g) of the Investment Advisors Act of 1940, 15 U.S.C. ¦ 80b-3, as prescribed
by 17 C.F.R. ¦ 279.1, and available at http://www.sec.gov/divisions/investment/iard/iastuff.shtml.

(9) “Form BD” means
the application for registration as a broker-dealer under the Securities Exchange
Act of 1934, 17 U.S.C. ¦78a et seq., as prescribed by 17 C.F.R. ¦ 249.501,
and available at http://www.sec.gov/about/forms/formbd.pdf.

(10) “Form U-4”
means the Uniform Application for Securities Industry Registration or Transfer,
published by FINRA and available at http://www.finra.org/industry/compliance/registration/crd/filingguidance/p005235

(11) “Form U-5”
means the Uniform Termination Notice for Securities Industry Registration, published
by FINRA and available at http://www.finra.org/industry/compliance/registration/crd/filingguidance/p005235.

(13) "Independent accountant"
means a certified public accountant (CPA) or public accountant (PA), who holds an
Oregon permit pursuant to ORS 673.150 or similar permit or license from another
state or province.

(14)(a) "Interim financial statement"
means a financial statement prepared at a time other than year end. Interim financial
statements must be prepared at month end, may be prepared by management, and must
include at least a balance sheet and statement of income or operations. (b) The
Focus Report filed with the Securities and Exchange Commission, Form X-17A-5 as
required by 17 C.F.R. ¦ 240.17a-5 and available at http://www.sec.gov/about/forms/secforms.htm,
is acceptable as an interim financial statement.

(15) "NASD" means the National
Association of Securities Dealers, Inc., the self-regulatory organization previously
registered as a national securities association under section 15A of the Securities
Exchange Act of 1934, 15 U.S.C. ¦73o-3, to register and regulate broker-dealers
and salespersons and subsequently succeeded by the Financial Institution Regulatory
Authority.

(16) "Non-FINRA broker-dealer"
means a broker-dealer who is not a member of the Financial Industry Regulatory Authority.

(17) “S-3” means the Series
3 National Commodity Futures Examination published by the National Futures Association
on May 2012 and made available at http://www.nfa.futures.org/NFA-registration/study-outlines/SO-Series3.pdf.

(18) “S-6” means
the Series 6 Investment Company Products/Variable Contracts Limited Representative
Qualifications Examination, published by FINRA in 2005 and made available at http://www.finra.org/Industry/Compliance/Registration/QualificationsExams/RegisteredReps/Qualifications/p011096.

(19) “S-7” means
the Series 7 General Securities Representative Qualification Examination, published
by FINRA in 2011 and made available at http://www.finra.org/Industry/Compliance/Registration/QualificationsExams/RegisteredReps/Qualifications/p011096.

(20) “S-22” means
the Series 22 Direct Participation Programs Limited Representative Qualification
Examination published by FINRA in 2007 and made available at http://www.finra.org/Industry/Compliance/Registration/QualificationsExams/RegisteredReps/Qualifications/p011096.

(21) “S-42” means
the Series 42 Registered Options Representative Qualification Examination published
by FINRA in 2007 and made available at http://www.finra.org/Industry/Compliance/Registration/QualificationsExams/RegisteredReps/Qualifications/p011096.

(22) “S-52” means
the Series 52 Municipal Securities Representative Qualification Examination published
by the Municipal Securities Rulemaking Board in January 2011 and made available
at http://www.msrb.org/Rules-and-Interpretations/Professional-Qualification.aspx.

(23) “S-62” means
the Series 62 Corporate Securities Qualification Examination published by FINRA
in 2007 and made available at http://www.finra.org/Industry/Compliance/Registration/QualificationsExams/RegisteredReps/Qualifications/p011096.

(24) “S-63” means
the Uniform Securities Agent State Law Examination published by the North American
Securities Administrators Association in January 2010 and made available at http://www.nasaa.org/industry-resources/exams/study-guides/.

(25) “S-65” means
the Series 65 Uniform Investment Adviser Law Examination published by the North
American Securities Administrators Association in 2010 and made available at http://www.nasaa.org/industry-resources/exams/series-65-66-resources/series-65-study-guide/.

(26) “S-66” means
the Series 66 Uniform Combined State Law Examination published by the North American
Securities Administrators Association in January 2010 and made available at http://www.nasaa.org/industry-resources/exams/study-guides/.

(27) "SEC" means the United
States Securities and Exchange Commission.

(1) For purposes of this rule, the term "application" includes all documents, information and fees prescribed for the licensing of broker-dealers, state investment advisers, salespersons, or investment adviser representatives under ORS 59.175 and OAR 441, division 175.

(2) An application shall be deemed deficient when:

(a) Insufficient fees have been paid and the Director has notified the applicant that fees are insufficient;

(b) Documents required by the rules in OAR 441, division 175 have not been submitted by the applicant; or

(c) Additional information requested by the Director as permitted by the rules in OAR 441, division 175 has not been submitted to the Director by the applicant.

(3) An application for licensing is deemed abandoned if:

(a) The application has been on file for a minimum of six (6) months;

(b) The application is deficient; and

(c) The applicant has failed to respond to the Director's written notice of warning of abandonment within thirty (30) calendar days of the date of warning.

(4) Fees paid in connection with an abandoned licensing application shall not be refunded.

(5) An applicant whose application has been abandoned may reapply by submitting a new application including new fees.

An exclusion from the definition of "broker-dealer" is granted pursuant to subsection (1)(i) of ORS 59.15 to the following persons, provided the person is not otherwise licensed as a broker-dealer, investment adviser, or salesperson:

(1) Any person who effects sales of securities that are exempt pursuant to subsection (13) of ORS 59.025 and OAR 441-025-0040.

(2) Any person who is a bona fide officer, director or employee of an issuer whose securities are registered pursuant to OAR 441-065-0035, while effecting sales of the securities without special compensation.

(3) Any person, who serves as a dealer manager for an exchange offer of securities which have been registered pursuant to OAR 441-065-0035 and who does not perform any active solicitation activities in this state.

(4) Any person who is a licensed real estate broker or any other real estate licensee (associate real estate broker, or a real estate salesperson) acting on behalf of that person's real estate broker provided that all of the following conditions are met:

(a) The person is actively licensed with the Oregon Real Estate Commissioner;

(b) The person, with respect to securities subject to the Oregon Securities Law, ORS Chapter 59, only effects transactions in securities that are registered pursuant to 59.065, and:

(A) Involve interests in a general or limited partnership, joint venture, cooperative, or unincorporated association, but not a corporation, formed for the purpose of investment in specified real property, including condominium securities; or

(B) Involve resale of those securities described under paragraph (A) of this subsection; and

(c) The person complies with the rules of fair practice pursuant to OAR 441-175-0050.

(5) The Director may, by order, as to any person or type of security or sale, withdraw or condition the exclusions allowed under this rule if the action would be in the public interest and would be in accordance with the purposes of the Oregon Securities Law. No person shall be liable under the Oregon Securities Law by reason of the withdrawal of the exclusions allowed under this rule if the person sustains the burden of proof that the person did not know and, in the exercise of reasonable care, could not have known of such withdrawal.

An exclusion from the definition of "state investment adviser" is granted pursuant to subsection (20)(b)(K) of ORS 59.015 to the following persons, provided the person is not otherwise licensed as a broker-dealer, state investment adviser, mortgage broker, salesperson, or investment adviser representative:

(1) Any person who conducts no public advertising or general solicitation in this state and whose only clients in this state are "accredited investors" as that term is defined in OAR 441-035-0010.

(2) Any person who is a bona fide officer, director or employee of an issuer whose securities are registered pursuant to OAR 441-065-0035, while providing advice, analyses, reports or other advisory services regarding the securities without special compensation.

(3) Any person who serves as a dealer manager for an exchange offer of securities which has been registered pursuant to OAR 441-065-0035 and who does not perform any active solicitation in this state.

(4) Any person whose advice, analyses or reports relate only to securities exempted by subsection (13) of ORS 59.025 and OAR 441-025-0040.

(5) Any person who is a licensed real estate broker or any other real estate licensee (associate real estate broker or real estate salesperson) acting on behalf of the real estate broker provided that the following conditions are met:

(a) The person is actively licensed with the Oregon Real Estate Commissioner;

(b) The person, with respect to securities activities, only renders advice, analyses, reports or other advisory services relating to securities that are registered pursuant to ORS 59.065, and:

(A) Involve interests in a general or limited partnership, joint venture, cooperative, or unincorporated association, but not a corporation, formed for the purpose of investment in specified real property, including condominium securities; or

(B) Involve the resale of those securities described in paragraph (A) of this subsection; and

(c) The person complies with the rules of fair practice pursuant to OAR 441-175-0050.

(6) Any person who acts as a purchaser representative under OAR 441-065-0060 through 441-065-0230 if the activity is merely an incidental part of the person's usual activities or occupation.

(7) Any person who is licensed as a mortgage banker or mortgage broker under the provisions of ORS 59.840 to 59.965 and whose performance of advisory services relate solely to securities involving real estate paper, whose performance of the advisory services is solely incidental to the person's conduct of business as a mortgage banker or mortgage broker and who receives no special compensation for such services.

(8) The Director may, by order, as to any person or type of security or sale, withdraw or condition the exclusions allowed under this rule if the action would be in the public interest and would be in accordance with the purposes of the Oregon Securities Law. No person shall be liable under the Oregon Securities Law by reason of the withdrawal of the exclusions allowed under this rule if the person sustains the burden of proof that the person did not know and, in the exercise of reasonable care, could not have known of such withdrawal.

An exclusion from the definition of "salesperson" is granted pursuant to subsection (18)(b)(F) of ORS 59.015 to the following persons, provided the person is not otherwise licensed as a broker-dealer, investment adviser, or salesperson:

(1) Subject to section (5) of this rule, any person, not otherwise excluded as a "broker-dealer" pursuant to ORS 59.015(1) or OAR 441-175-0020, who represents such an excluded person.

(2) Subject to section (5) of this rule, any person, not otherwise excluded as an "investment advisor" pursuant to ORS 59.015(20)(b) or OAR 441-175-0030, who represents such an excluded person.

(3) Any person who is a bona fide officer, director or employee of an issuer whose securities are registered pursuant to OAR 441-065-0035, while effecting sales of the securities without special compensation.

(4) Any person who serves as a dealer manager for an exchange offer of securities which have been registered pursuant to OAR 441-065-0035 and who does not perform any active solicitation in this state.

(5) Any person who is a real estate licensee, acting through or on behalf of a real estate broker exempt pursuant to OAR 441-175-0020 or 441-175-0030, provided the following conditions are met:

(a) The person is actively licensed with the Oregon Real Estate Commissioner;

(b) The person, with respect to securities activities, only acts as a salesperson in connection with securities that are registered pursuant to ORS 59.065, and:

(A) Involve interests in a general or limited partnership, joint venture, cooperative, or unincorporated association, but not a corporation, formed for the purpose of investment in specified real property, including condominium securities; or

(B) Involve the resale of those securities described in paragraph (A) of this subsection; and

(c) The person complies with the rules of fair practice pursuant to OAR 441-175-0050.

(6) Any person who acts as a purchaser representative under OAR 441-065-0060 through 441-065-0240 if the activity is merely an incidental part of the person's usual activities or occupation.

(7) Any person who is compensated by a licensed broker-dealer, or investment adviser on a per capita referral basis without regard to present or future fee or commission income from any customer of the licensed broker-dealer, or investment adviser.

(8) The Director may, by order, as to any person or type of security or sale, withdraw or condition the exclusions allowed under this rule if the action would be in the public interest and would be in accordance with the purposes of the Oregon Securities Law. No person shall be liable under the Oregon Securities Law by reason of the withdrawal of the exclusions allowed under this rule if the person sustains the burden of proof that the person did not know and, in the exercise of reasonable care, could not have known of such withdrawal.

An exclusion from the definition of "investment adviser representative" is granted pursuant to subsection (8)(b) of ORS 59.015 to the following persons, provided that the person is not otherwise licensed as a broker-dealer, federal covered investment adviser, state investment adviser, salesperson or investment adviser representative:

(1) Any person, not otherwise excluded as a "state investment adviser" pursuant to subsection (20)(b) except (20)(b)(I) of ORS 59.015 or OAR 441-175-0030, who represents such an excluded person.

(2) Any person who is compensated by a licensed broker-dealer, federal covered investment adviser or state investment adviser on a per capita referral basis without regard to present or future fee or commission income from any customer of the licensed broker-dealer, federal covered investment adviser or state investment adviser.

(3) The Director may, by order, as to any person or type of activity, withdraw or condition the exclusions allowed under this rule if the action would be in the public interest and would be in accordance with the purposes of the Oregon Securities Law. No person shall be liable under the Oregon Securities Law by reason of the withdrawal of the exclusions allowed under this rule if the person sustains the burden of proof that the person did not know and, in the exercise of reasonable care, could not have known of such withdrawal.

For purposes of ORS 59.015(8)(a)(B), the term "Investment Advisor Representative" who is employed by or associated with a federal covered investment advisor only includes an individual who has a "place of business," as that term is defined in rules or regulations promulgated under Section 203A of the Investment Advisors Act of 1940 by the U.S. Securities and Exchange Commission, in Oregon, and who either:

(1) Is an Investment Advisor Representative" as that term is defined in rules or regulations promulgated under Section 203A of the Investment Advisors Act of 1940 by the U.S. Securities and Exchange Commission; or

(2)(a) Is not a "supervised person" as that term is defined in rules or regulations promulgated under the Investment Advisor Act of 1940 by the U.S. Securities and Exchange Commission; and

(b) Solicits, offers or negotiates for the sale of or sells investment advisory services on behalf of a federal covered investment advisor.

Any real estate licensee relying on exclusions pursuant to OAR 441-175-0020, 441-175-0030 or 441-175-0040 must comply with the following rules of fair practice:

(1) Advertising. All advertising involving securities registered pursuant to ORS 59.065 and OAR Chapter 441, Division 065 must be filed with the Director before the advertising is used.

(2) Customer Funds and Securities. All customer funds and securities must be segregated from those of the real estate licensee, and:

(a) All customer funds must be deposited in a client trust account which is free from all claims, attachment or levy by creditors of the real estate licensee; and

(b) All customer securities must be held in trust in a secure depository and the securities must be free from all claims, attachment or levy by creditors of the real estate licensee.

(3) Books and Records. The real estate licensee must create and maintain for the longer of three years or such time period established under rules of the Oregon Real Estate Commissioner, the following books and records pertaining to securities activities:

(a) Records of all securities sales and purchases;

(b) Investor information records;

(c) Trust account transactions;

(d) Discretionary account agreements;

(e) Investor complaints and resolution; and

(f) Financial information of the real estate licensee.

(4) Investory Suitability:

(a) A real estate licensee shall not recommend a securities transaction to an investor unless the real estate licensee has reviewed the terms of the transaction and has reasonable grounds to believe that the recommendation is suitable for the investor on the basis of information furnished by the investor, after reasonable inquiry is made by the real estate licensee, concerning the investor's investment objectives, financial situation and any other information known to and deemed relevant by the real estate licensee;

(b) The requirements of subsection (a) of this section, except for the requirement to review the transaction, may be satisfied if the investment in fact is suitable for the particular investor;

(c) A real estate licensee who is selling securities registered pursuant to OAR 441-065-0060 through 441-065-0240 to "sophisticated purchasers" shall comply with the suitability requirements for such purchasers instead of the requirements of subsection (a) of this section.

(5) Supervision. The responsibility for supervision of all persons engaged by a real estate broker to effect securities transactions or render advisory services is that of the real estate broker. This supervision includes reviewing and authorizing all securities activities of associate real estate brokers and real estate salespersons engaged by the real estate broker.

Any mortgage banker or mortgage broker ("licensee") licensed pursuant to ORS 59.840 to 59.980 and relying upon exclusion from the definition of "broker-dealer" pursuant to 59.015(1)(h) in connection with the offer and sale of registered offerings of securities involving real estate paper shall comply with the following rules of fair practice:

(2) Salesperson Licensing. All natural persons involved in the offer and sale of securities shall be licensed as issuer salespersons pursuant to the provisions of ORS 59.175 and OAR 441-175-0120. In addition, the employing mortgage banker or mortgage broker must file material amendments to the salesperson license application pursuant to the provisions of 441-175-0105.

(3) Advertising. All advertising involving the offering must be filed with and accepted by the Director prior to its use.

(4) Supervision: The responsibility for supervision of all persons engaged by a licensee to effect securities transactions is that of the licensee. This supervision includes reviewing and authorizing all securities activities of the licensee's salespersons.

(5) Investor Funds and Securities: All funds received in connection with an offering must be segregated from those of the licensee, and:

(a) All investor funds must be deposited in a client trust account which is free from all claims attachment or levy by creditors of the licensee; and

(b) All investor securities must be held in trust in a secure depository and the securities must be free from all claims, attachment or levy by creditors of the licensee.

(6) Books and Records: The licensee must create and maintain those books and records required in OAR chapter 441, division 865.

(7) Investor Suitability:

(a) A licensee shall not recommend a securities transaction to an investor unless the licensee has reviewed the terms of the transaction and, after reasonable inquiry by the licensee, the licensee has reasonable grounds to believe that the recommendation is suitable for the investor on the basis of:

(A) Information furnished by the investor (including the investor's investment objectives and financial situation); and

(B) Any other relevant information known to the licensee.

(b) The requirements of subsection (a) of this section, except for the requirement to review the terms of the transaction, may be satisfied if the investment is in fact suitable for the particular investor;

(c) Specific investor suitability requirements established pursuant to rule or order of the Director shall take precedence over the general investor suitability requirements of subsection (a) of this section.

(1) A FINRA broker dealer is
not required to comply with the corporate surety bond, irrevocable letter of credit
or net capital requirements for licensing in this state as described in OAR 441-175-0080
or 441-175-0110.

(2)(a) A federal covered investment
adviser that makes a notice filing under ORS 59.165(7) and section (4) of this rule
does not have to comply with OAR 441-175-0100 and 441-175-0110.

(b) A state investment adviser
who has a principal place of business in a state other than this state and complies
with that state's bonding or net capital requirements is not required to comply
with the corporate surety bond, irrevocable letter or credit or net capital requirements
for licensing in this state in OAR 441-175-0100 and 441-175-0110.

(c) An out-of-state state investment
adviser that is not exempt under the "de minimis" exemption of ORS 59.015(20)(b)(J)
must license in this state and can only operate in this state through an investment
adviser representative licensed in this state.

(3) Surety bonds currently in
effect in Oregon filed by a broker-dealer, federal covered investment adviser or
out-of-state state investment adviser that no longer has to file a bond or letter
of credit under ORS 59.175 and this rule shall continue in effect until canceled.
However, the liability on the bond or letter of credit continues for six years following
its cancellation.

(4)(a) Notice filing by a federal
covered investment adviser will be accepted by the director through IARD using a
Form ADV and shall include the fee required by OAR 441-175-0002.

(b) The renewal of the notice
filing for a federal covered investment adviser will be accepted by the director
through IARD and shall include the fee required under OAR 441-175-0002.

General Licensing Rules
for Broker-Dealers, Investment Advisers and Salespersons

(1) Incomplete applications
will not be processed.

(2) When all documents and fees
have been submitted and reviewed by the director, a license for the broker-dealer
or investment adviser, which may be conditioned or restricted pursuant to OAR 441-225-0030,
shall be issued unless the director determines that licensing should be denied on
one or more grounds set forth in ORS 59.205 to 59.225.

(3) Licensees conducting business
under any name other than the name in which their license is issued by the director
shall comply with OAR 441-175-0171.

(4) Licenses of non-FINRA broker-dealers
or state investment advisers expire one year after the date of initial licensing,
except licenses of state investment advisers which license through IARD will expire
on December 31 of each year. The licensee may renew its license as provided in ORS
59.185 and OAR 441-175-0165.

(5) Licenses of FINRA broker-dealers
expire December 31 of each year. The licensee may renew its license as provided
in ORS 59.185 and OAR 441-175-0160.

(6) Any amendments to an application
or license shall be filed in accordance with the provisions of OAR 441-175-0105.

(7)(a) If any person not licensed
in the State of Oregon succeeds to the business and continues the business of a
person licensed in Oregon, a new application must be filed. However, the license
of the predecessor and predecessor salespersons or investment adviser representatives
shall remain effective as the license of the successors for a period of 75 days
after the succession, if a completed application is received by the director within
30 days of the succession. The salespersons or investment adviser representatives
to the predecessor who were licensed in Oregon at the time of the acquisition will
be licensed to the successor when the new license is issued. A new license will
be issued reflecting the date of succession and a new effective date. There will
be no charge for the transfer of salespersons' or investment adviser representatives'
licenses from the predecessor to the successor;

(b) A Form BD or ADV filed by
a person that is not licensed when such form is filed and which succeeds to and
continues the business of a person licensed in this state shall be deemed an application
for licensing filed by that predecessor and adopted by the successor, even though
designated as an amendment, if filed within
30 days of the succession and the succession is based on a change in the predecessor's
date or state of incorporation, form or organization, or change in composition of
a partnership and the amendment is filed to reflect these changes.

(8) If a broker-dealer or state investment
adviser who is licensed in the State of Oregon is acquired by another person licensed
in the State of Oregon, there will be no additional licensing requirements. However,
the acquiring party must submit an amended Form BD, or Form ADV pursuant to OAR
441-175-0105. There will be no charge for the transfer of salespersons' or investment
adviser representatives' licenses from the predecessor to the successor.

(1) An applicant for licensing
as a FINRA broker-dealer must submit to the FINRA/CRD:

(a) A completed Form BD;

(b) A broker-dealer licensing
fee as set in OAR 441-175-0002;

(c) At least one completed Form
U-4 pursuant to OAR 441-175-0130. All licensed broker-dealers must have at least
one salesperson licensed continuously throughout the licensing period of the broker-dealer;
and

(d) A salesperson licensing
fee for each salesperson as set in OAR 441-175-0002.

(2) An applicant for licensing
as a non-FINRA broker-dealer must submit to the director:

(a) A completed Form BD;

(b) A broker-dealer licensing
fee as set in OAR 441-175-0002;

(c) At least one completed Form
U-4 pursuant to OAR 441-175-0120. All licensed broker-dealers must have at least
one salesperson licensed continuously throughout the licensing period of the broker-dealer;

(d) A salesperson licensing
fee for each salesperson as set in OAR 441-175-0002; and

(e) The name of the person or
persons designated as supervisors for purposes of OAR 441-205-0210. When a new supervisor
is designated, this change must be filed with the director within 30 days following
the change.

(1) A broker-dealer that is resident in Canada and has no office or other physical presence in this state may, provided the broker-dealer is licensed in accordance with this rule, effect transactions in securities with or for, or induce or attempt to induce the purchase or sale of any security by,

(a) A person from Canada who is temporarily resident in this state, with whom the Canadian broker-dealer had a bona fide broker-dealer-client relationship before the person entered the United States; or

(b) A person from Canada who is resident in this state, whose transactions are in a self-directed tax advantaged retirement plan in Canada of which the person is the holder or contributor.

(2) A salesperson who will be representing a Canadian broker-dealer licensed under this rule may, provided the agent is licensed in accordance with this rule, effect transactions in securities in this state as permitted for the broker-dealer in section (1) of this rule.

(3) A Canadian broker-dealer may license under this rule provided that it:

(a) Files an application in the form required by the jurisdiction in which it has its head office;

(b) Is registered as a broker or dealer in good standing in the jurisdiction from which it is effecting transactions in this state and files evidence thereof; and

(c) Is a member of a self-regulatory organization or stock exchange in Canada.

(4) A salesperson who will be representing a Canadian broker-dealer licensed under this rule in effecting transactions in securities in this state may license under this rule provided that he or she:

(a) Files an application in the form required by the jurisdiction in which the broker-dealer has its head office; and

(b) Is registered in good standing in the jurisdiction from which he or she is effecting transactions into this state and files evidence thereof.

(5) If no denial order is in effect and no proceeding is pending under ORS 59.205, licensing becomes effective on the 30th day after an application is filed, unless earlier made effective, and expires on December 31 of every year.

(6) A Canadian broker-dealer licensed under this rule shall:

(a) Maintain its provincial or territorial registration and its membership in a self-regulatory organization or stock exchange in good standing;

(b) Provide the Director upon request with its books and records relating to its business in this state as a broker-dealer;

(c) Inform the Director forthwith of any criminal action taken against it or of any finding or sanction imposed on the broker-dealer as a result of any self-regulatory or regulatory action involving fraud, theft, deceit, misrepresentation or similar conduct; and disclose to its clients in the state that the broker-dealer and its salespersons are not subject to the full regulatory provisions in the Oregon Securities Law.

(7) A salesperson of a Canadian broker-dealer licensed under this rule shall:

(a) Maintain his or her provincial or territorial registration in good standing;

(b) Inform the Director forthwith of any criminal action, taken against him or her, or of any finding or sanction imposed on the salesperson as a result of any self-regulatory or regulatory action involving fraud, theft, misrepresentation or similar conduct.

(8)(a) Renewal applications for Canadian broker-dealers and salespersons under this rule must be filed by January 1 of each calendar year following the date of original licensing.

(b) Renewal applications may be made by filing the most recent renewal application, if any, filed in the jurisdiction in which the broker-dealer has its head office, or if no such renewal application is required, the most recent application filed pursuant to subsection (3)(a) or (4)(a) of this rule, as the case may be.

(9) Every applicant for licensing or renewal licensing under this rule shall pay the applicable non-refundable fee for broker-dealers and agents as set in OAR 441-175-0002.

(10) A Canadian broker-dealer or salesperson licensed under this rule may only effect transactions in this state as permitted in sections (1) or (2) of this rule with or through:

(a) The issuers of the securities involved in the transactions;

(b) Other broker-dealers;

(c) Banks, savings institutions, trust companies, insurance companies, investment companies as defined in the Investment Company Act of 1940, pension or profit-sharing trusts, or other financial institutions or institutional buyers, whether acting for themselves or as trustees; or

(d) As otherwise permitted pursuant to the Oregon Securities Law.

(11) A Canadian broker-dealer or agent licensed under this rule and acting in accordance with the limitations set out in section (10) is exempt from all of the requirements of the Oregon Securities Law, except the anti-fraud provisions and the requirements set out in this rule. Such Canadian broker-dealer or salesperson may only have its notice filing under this rule denied, suspended or revoked for a breach of the anti-fraud provisions in ORS 59.135 or the requirements in this rule.

(C) At least one completed Form
U-4. All licensed state investment advisers must have at least one representative
licensed continuously throughout the licensing period of the investment adviser;
and

(D) A licensing fee for each
investment adviser representative as required by OAR 441-175-0002.

(b) To the director:

(A) A surety bond or letter
of credit pursuant to OAR 441-175-0110 if the person is an Oregon based state investment
adviser applicant;

(B) The name of the person or
persons designated as supervisors for purposes of OAR 441-205-0210. When a new supervisor
is designated, this change must be filed with the director within 30 days following
the change;

(C) A copy of any proposed client
contracts if the applicant is an Oregon based state investment adviser; and

(D) Any form or portion of any
form which cannot be submitted through the IARD.

(3) An Oregon based investment
adviser applicant who has custody or possession of a client’s funds or securities
or requires payment of advisory fees six months or more in advance and in excess
of $500 per client must file with the director financial statements as defined in
OAR 441-011-0040 and prepared by an “independent accountant” as defined
in 441-175-0010(8) as follows:

(a) If the applicant has been
in operation for more than two years, and the application is made less than 90 days
after the end of the applicant’s fiscal year, the applicant must provide financial
statement for the two most recent fiscal years, not including the most recently
completed fiscal year.

(b) If the applicant has been
in operation for less than two years, the applicant must provide financial statements
for the periods of operation.

(c) If the year-end financial
statements are dated more than 90 days from the date of the completed application,
the applicant must provide interim financial statements that were completed within
90 days of the application.

(4) All applicants must comply
with the provisions of OAR 441-175-0070.

(1) A broker-dealer or state
investment adviser applicant or licensee must file an amendment to its application
and a broker-dealer, state or federal covered investment adviser, must file an amendment
to the application of their respective salespersons or investment adviser representatives
if there is a material change to any information on the original application or
previous amendments including:

(a) Bankruptcy;

(b) Civil or criminal actions
described on the application;

(c) Disciplinary disclosure
answers on the application;

(d) Change in or additional
affiliated business entity name;

(e) Change in ownership other
than as provided in OAR 441-175-0070(7);

(f) Change in form of organization;

(g) Change of address; or

(h) Change in scope of business.

(2) Amendments must be filed
within 30 days of the occurrence of the material change. If a completed amendment
cannot be filed within 30 days, the applicant or licensee shall file with the director
within the 30 day limit a written notice containing available information, the reasons
a complete amendment cannot be timely filed and a specific date on which the completed
amendment will be filed.

(3) Amendments to the application
shall be made on:

(a) A Form BD for broker-dealers;

(b) A Form ADV for state investment
advisers; and

(c) A Form U-4 for salespersons
or investment adviser representatives.

(4) Amendments to the application shall
be filed with:

(a) The CRD for broker-dealers
who are or will be members of the FINRA and their salespersons; except for changes
in designated supervisor, which shall be filed with the director;

(b) The IARD for any investment
advisers or investment adviser representatives who have previously filed applications
through IARD; or

(c) The director for all other
persons.

(5) Filing amendments to a salesperson
or investment adviser representative application shall be the responsibility of
both the salesperson or investment adviser representative and the employing broker-dealer,
or state or federal covered investment adviser.

(6) There is no fee required
in connection with an amendment filed pursuant to this rule.

(1) Every applicant for a license as an Oregon based state investment adviser, must file with the Director a surety bond as specified in section (4) of this rule or a letter of credit as specified in section (5) of this rule.

(2) Every person licensed as an Oregon based state investment adviser must maintain a surety bond as specified in section (4) of this rule or a letter of credit as specified in section (5) of this rule during the period of licensing and for at least six years after the person ceases to be licensed as an Oregon based state investment adviser.

(3) In no less than six years after a person ceases to be required to maintain a surety bond or a letter of credit, the person may apply to the Director for release of the surety bond or letter of credit. Unless the Director determines that claims are pending against the person for violation of the Oregon Securities Law, the Director shall release the surety bond or letter of credit.

(4) A surety bond shall be in a form and on terms approved by the Director in the sum of $10,000 from a corporation authorized by the Director to transact insurance in the State of Oregon.

(5) A letter of credit shall be in the form and on terms approved by the Director in the sum of $10,000 from a financial institution authorized to transact banking business in the State of Oregon.

Licensing of Salespersons or Representatives to Non-NASD Broker-Dealers, State or Federal Covered Investment Advisers, Issuers and Owners of Securities

(1) For purposes of ORS 59.175, all
salespersons or investment adviser representatives, except salespersons desiring
to work for a FINRA broker-dealer, must be licensed as provided in this rule.

(2) A non-FINRA broker-dealer,
an issuer, or an owner of securities must submit to the director a complete application
to license a salesperson including:

(a) A completed Form U-4
or an alternate form approved by the director;

(b) A licensing fee for each
salesperson as set in OAR 441-175-0002;

(c) Official notice of a
passing score of the appropriate examinations pursuant to section (5), if required
for licensing under this rule; and

(d) If employed by more than
one broker-dealer or state or federal covered investment adviser, an undertaking
as provided in section (10) of this rule.

(3) A state or federal covered
investment adviser must submit to the IARD, if the adviser files with the IARD and
the IARD is capable of accepting the application, and otherwise to the director:

(a) A completed Form U-4
or an alternate form approved by the director;

(b) A licensing fee for each
investment adviser representative as set in OAR 441-175-0002;

(c) Official notice of a
passing score on the appropriate examination, if required for licensing under section
(6) of this rule; and

(d) If employed by more than
one broker-dealer or state or federal covered investment adviser, an undertaking
as provided in section (10) of this rule.

(4) The following salespersons
or investment adviser representatives are exempt from the examination requirements
of section (5) or (6) of this rule:

(a) Salespersons or investment
adviser representatives who have been licensed at any time in Oregon during the
two years immediately prior to filing an application for licensing and whose current
application is for the same type of license;

(b) Salespersons licensed
to an issuer or owner of securities where the securities have been registered pursuant
to ORS 59.065 and OAR chapter 441, division 65; and

(c) Salespersons or investment
adviser representatives licensed in any jurisdiction during the two years immediately
prior to filing an application for licensing in Oregon. For salespersons, this exemption
is limited to the extent a salesperson has previously taken and passed the examinations
required by section (5) of this rule.

(5) A salesperson to a non-FINRA
broker-dealer, or an issuer or owner of securities, who is not exempt from the examination
requirements pursuant to section (4) of this rule is required to pass the S-63 with
a minimum score of 70 percent. In addition, a salesperson is required to pass, with
a minimum score of 70 percent, the specific examination which corresponds to the
authorized sales activity as follows:

(6)(a) An investment adviser
representative to a state or federal covered investment adviser, who is not exempt
from the examination requirements pursuant to section (4) or subsection (6)(b) of
this rule, is required to pass the examinations in one of the following paragraphs:

(A) If the applicant has
passed the S-7 examination, then either the S-65 examination if taken prior to January
1, 2000 or the S-66 examination if taken after January 1, 2000; or

(B) The S-65 examination
if taken after January 1, 2000.

(b) The examinations in subsection
(6)(a) shall be waived for an individual who currently holds one of the following
professional designations:

(E) Personal Financial Specialist
(PFS) administered by the American Institute of Certified Public Accountants; or

(F) Such other professional
designation as the director may by order recognize.

(7) Limited licensed salespersons
or investment adviser representatives may only effect transactions in or provide
investment advice concerning securities for which their license is issued.

(8) Alternate equivalent
examinations will be considered upon a written request to the director, stating
the examination to be replaced, the type of examination, and the material covered
in the alternate examination. Examinations which have been replaced by a new examination
will be accepted as an alternate equivalent examination without written request.

(9) Waiver of the examination
requirement will be considered upon a written request to the director. Waivers will
be limited to applications showing a minimum of three continuous years of securities
related activity immediately prior to the application and a pre-existing business
relationship with a person who is now in this state.

(10)(a) A person may be licensed
simultaneously in this state as a salesperson with more than one broker-dealer or
as an investment adviser representative with a state or federal covered investment
adviser if all employers enter into an undertaking on a form approved by the director.
The undertaking shall contain the following provisions:

(A) The effective date of
the salespersons or investment adviser representatives employment with the respective
employers;

(B) Consent by each employer
to the employment of the salesperson or investment adviser representative by all
other employers;

(C) An agreement by each
employer to assume joint and several liability with all other employers for any
act or omission of the person during the period of employment which violates the
Oregon Securities Law. This agreement will continue until written notice is given
to the director of the termination of the employment relationship; and

(D) An agreement that each
employer will license the salesperson or investment adviser representative with
the director and pay the applicable fees.

(b) No undertaking is required
where:

(A) The salesperson is employed
by one or more issuers registered under the Investment Company Act of 1940, 15 U.S.C.
¦ 80a-1 et seq, under common management or control; or

(B) The employer, a single
entity, is licensed or has filed notice in Oregon as both a broker-dealer and a
state or federal covered investment adviser.

(C) Any changes in employment
by a salesperson or investment adviser representative which would result in requiring
an undertaking or changing the existing undertaking must be immediately filed on
a new undertaking form with the director.

(11) Where a salesperson
desires to work for an issuer or owner of securities:

(a) The salesperson must
be a bona fide officer, director or employee of the issuer or owner. No salesperson
may be licensed to more than one issuer or owner of securities simultaneously. No
person described in this subsection may be licensed to another issuer or owner of
securities until two years from the date of the original licensing or last renewal
of the prior offering. However, salespersons licensed to a single issuer to sell
a continuing issue may be renewed. A waiver of this subsection may be requested
from the director as provided in OAR 441-011-0020;

(b) Persons not otherwise
licensed, who are selling securities of an issuer for which notice has been filed
pursuant to ORS 59.049(1) or 59.049(2), do not have to meet the requirements of
subsection (a) of this section.

(12) Once the requirements
of this rule are met, the director shall issue a license, which may be conditioned
or restricted pursuant to OAR 441-225-0030, for the salesperson or investment adviser
representative unless the director determines that licensing should be denied on
one or more grounds as set forth in ORS 59.205 to 59.225.

(13) If the application,
the undertaking, any supporting material or any representations made to the director
are inaccurate or incomplete in any material respect, the license shall be void.

(14) A salesperson or investment
adviser representative license issued pursuant to this rule automatically expires
without further action of the director as follows:

(a) The license of an issuers
or owners salesperson expires when the securities are no longer authorized for sale;

(b) The license of every
salesperson or investment adviser representative licensed to a broker-dealer or
state or federal covered investment adviser expires on the same date that the license
of the broker-dealer or state investment adviser or the notice filing of the federal
covered investment adviser expires.

(1) For purposes of ORS 59.175,
all FINRA salespersons will be eligible for automatic licensing as provided in this
rule if:

(a) The salesperson is licensed
by the FINRA to a broker-dealer who is a member in good standing of the FINRA;

(b) The salesperson is employed
by a broker-dealer who is licensed in Oregon pursuant to ORS 59.175;

(c) An application to license
the salesperson has been submitted to the CRD by the employer as provided in this
rule;

(d) The salesperson has filed
with the director an undertaking as required in section (8) of this rule, if applicable;
and

(e) The salesperson is not disqualified
under OAR 441-175-0140.

(2) The employing broker-dealer
must submit an application to license a salesperson in Oregon to the CRD including:

(a) A completed Form U-4;

(b) A salesperson licensing
fee for each salesperson as set in OAR 441-175-0002; and

(c) Official notice of a passing
score of the appropriate examination as required for licensing under section (4)
of this rule.

(3) The following salespersons
are exempt from the examination requirements of section (4) of this rule:

(a) Salespersons licensed in
Oregon at any time during the two years immediately prior to filing an application.
The application must be for the same type of license; or

(b) Salespersons licensed in
any jurisdiction during the two years immediately prior to filing an application
for licensing in Oregon. This exemption is limited to the extent a person has previously
taken and passed the examinations required by section (4) of this rule.

(4) A salesperson who is not
exempt from the examination requirements pursuant to section (3) of this rule is
required to pass the S-63 examination with a minimum score of 70 percent. In addition
to the S-63 examination, a salesperson is required to pass, with a minimum score
of 70 percent, the specific examination which corresponds to the authorized sales
activity as follows:

(5) Limited licensed salespersons
may only effect transactions in securities for which their license is issued.

(6) Alternate equivalent examinations
will be considered upon a written request to the director, stating the examination
to be replaced, the type of examination and the material covered in the alternate
examination. Examinations which have been replaced by a new examination will be
accepted as an alternate equivalent examination without written request.

(7) Waiver of the examination
requirement will be considered upon a written request to the director. Waivers will
be limited to applications showing a minimum of three continuous years of securities-related
activity immediately prior to the application and a pre-existing business relationship
with a person who is now in this State.

(8)(a) A person may be licensed
simultaneously in Oregon as a salesperson with more than one broker-dealer, mortgage
banker, mortgage broker, or investment adviser if all employers enter into an undertaking
on a form provided by the director. The undertaking shall contain the following
provisions:

(A) The effective date of the
salesperson's employment with the respective employers;

(B) Consent by each employer
to the employment of the salesperson by all other employers;

(C) An agreement by each employer
to assume joint and several liability with all other employers for any act or omission
of the salesperson during the period of employment which violates the Oregon Securities
Law. This agreement will continue until written notice is given to the Securities
Section of the termination of the employment relationship; and

(D) An agreement that each employer
will license the salesperson with the director and pay the applicable fees.

(b) No undertaking is required
where the employer, a single entity, is licensed in Oregon as both a broker-dealer
and an investment adviser; and

(c) Any changes in employment
by a salesperson which would result in requiring an undertaking or changing the
existing undertaking must be immediately filed on a new undertaking form with the
director.

(9) Unless disqualified for
automatic licensing in Oregon pursuant to OAR 441-175-0140, the salesperson will
be automatically licensed in Oregon upon meeting the requirements as stated in this
rule.

(10) If automatic licensing occurs, the
effective date of licensing in Oregon will be the Oregon approved date as shown
on the CRD.

(11) If the salesperson is disqualified
from automatic licensing under OAR 441-175-0140, the director will either approve
the application, condition or restrict the license pursuant to 441-225-0030, or
deny it pursuant to ORS 59.205 to 59.225. If the director denies the application,
the salesperson will be notified of the facts forming the basis for the denial,
the statutory grounds for the denial and the person's right to a hearing under ORS
Chapter 183.

(12) A salesperson licensed
under this rule is licensed in Oregon only for the same classification for which
the salesperson is licensed with FINRA.

(13) If the application, the
undertaking, any supporting material or any representations made to the director
are inaccurate or incomplete in any material respect, the license shall be void.

(14) The license for an FINRA
salesperson expires on December 31 of each year. The FINRA broker-dealer shall renew
the salesperson's license as provided in ORS 59.185 and OAR 441-175-0160.

(1) For purposes of this rule, principal means a person who is engaged in the management of an enterprise including supervision, solicitation, conduct of the enterprise, or training of persons associated with the enterprise. Principal includes sole proprietors, officers, partners, directors, and persons owning ten percent or more of the outstanding voting securities of the enterprise or of a control person of the enterprise.

(2) A person is not qualified for automatic licensing if the person:

(a) Has been a principal of a broker-dealer or state or federal covered investment adviser which has had its license or notice denied, suspended or revoked by the Director;

(b) Has had a license or notice suspended or revoked by the Director or a previous application for license denied by the Director;

(c) Has been convicted of or pleaded guilty or nolo contendere (no contest) to any felony;

(d) Has been convicted of or pleaded guilty or nolo contendere (no contest) to any misdemeanor involving investments or an investment-related business, fraud, false statements or omissions, wrongful taking of property or bribery, counterfeiting, extortion or gambling;

(e) Has been charged, either individually or as a member of an enterprise in which the person was a principal, with any felony or with a misdemeanor specified in subsection (d) of this section;

(f) Has been enjoined by a court in connection with any investment-related activity or has been found by a court to have violated investment-related statutes or regulations;

(g) Has been found by the Securities and Exchange Commission or the Commodity Futures Trading Commission:

(A) To have made a false statement or omission;

(B) To have violated investment-related statutes or regulations; or

(C) To have been a cause of an investment-related enterprise having its authorization to do business denied, suspended, revoked, or restricted.

(h) Has been the subject of an order by the Securities and Exchange Commission or the Commodity Futures Trading Commission denying, suspending, or revoking a registration or restricting activities;

(i) Has been found by any federal or state regulatory agency:

(A) To have made a false statement or omission or to have been dishonest, unfair, or unethical;

(B) To have violated investment-related statutes or regulations; or

(C) To have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted.

(j) Has been the subject of an order by any federal or state agency in connection with any investment-related activity;

(k) Has had any federal or state agency deny, suspend, or revoke a registration, license or notice or otherwise prevent the person from associating with an investment-related business or otherwise discipline the person by restriction of activities;

(l) Has had any federal or state agency revoke or suspend a professional license as an attorney, accountant, or public contractor;

(m) Has been found by any self-regulatory organization or commodities exchange:

(A) To have made a false statement or omissions;

(B) To have violated the rules of the self-regulatory organization or commodities exchange; or

(C) To have been a cause of an investment-related business having its authorization to do business denied, suspended, revoked, or restricted.

(n) Has been disciplined by expulsion or suspension from membership of any self-regulatory organization or commodities exchange;

(o) Has been barred or suspended from association with a member of a self-regulatory organization or commodities exchange;

(p) Has had activities restricted by any self-regulatory organization or commodities exchange;

(q) Has been the subject of an order issued by a foreign government, court, regulatory agency, or exchange relating to investments or fraud;

(r) Has been the subject of an investment-related complaint or proceeding initiated by a consumer which:

(A) Alleged sales practices violations which is still pending, resulted in an arbitration award or civil judgment against the applicant, regardless of amount, or was settled for an amount of $10,000 or more; or

(B) Was settled or decided against the person individually or as part of a group for $10,000 or more; or

(C) Within the past 24 months, alleged sales practices violations and compensatory damages of $5,000 or more, or alleged forgery, theft, misappropriation or conversion of funds or securities.

(s) Is the subject of any complaint, investigation, or proceeding specified in subsections (2)(a) through (r) of this rule;

(t) Has been denied a securities-related bond or similar instrument, has had such a bond or similar instrument revoked, or has been the cause for payout on such a bond or similar instrument;

(u) Has any unsatisfied judgments or liens against the person;

(v) Has failed in business, made a compromise with creditors, filed a bankruptcy petition, or been declared bankrupt;

(w) Has been a principal of a firm which failed in business, made a compromise with creditors, filed a bankruptcy petition, was declared bankrupt, had a trustee appointed under the Securities Investors Protection Act, or had a direct payment procedure initiated; or

(x) Has been discharged or permitted to resign based on allegations of:

Termination or Cancellation of Salesperson or Investment Adviser Representative License

(1) A salesperson's or investment
adviser representative's license with a broker-dealer, state or federal covered
investment adviser, issuer or owner, ("employer"), may be terminated at any time
by either the salesperson or investment adviser representative, or the employer.

(2) The employer shall provide
the director and the terminated person with written notice of the termination on
a Form U-5 within 30 days of the termination, accurately describing the reason for
the termination pursuant to ORS 59.370(2), with notice to the director being provided
as follows:

(a) If the employer is a FINRA
broker-dealer, the notice shall be filed with the CRD;

(b) If the employer is a state
or federal covered investment adviser and the investment adviser representative's
application was filed through IARD, the notice shall be filed with IARD;

(c) All other employers shall
file the notice with the director.

(3) The salesperson or investment
adviser representative may provide the director and the former employer with written
notice of the termination in any form at any time.

(4) The status of the license
of a salesperson or investment adviser representative licensed pursuant to OAR chapter
441, division 175 is dependent upon the status of the employer. Therefore, without
further action by the director:

(a) The suspension of the license
or notice of the employer suspends the license of the salesperson or investment
adviser representative, however, the end of suspension of the license or notice
of the employer automatically reinstates the license of the salesperson or investment
adviser representative;

(b) The revocation, cancellation,
withdrawal or expiration of the license or notice of the employer cancels the license
of the salesperson or investment adviser representative;

(c) The suspension of the registration
of securities suspends the license of the salesperson licensed to the issuer or
owner of the securities; and

(d) The revocation, cancellation,
withdrawal or expiration of the registration of securities cancels the license of
the salesperson licensed to the issuer or owner of the securities.

(5) Pursuant to OAR 441-014-0060,
the director may immediately suspend or refuse to renew a salesperson or investment
adviser representative license, without prior opportunity for a hearing, upon a
showing of a danger to the public health or safety; however, the affected party
shall be entitled to a post-action hearing.

(1) The licenses of a FINRA
broker-dealer and all affiliated salespersons expire on December 31, unless otherwise
renewed pursuant to this rule.

(2) To renew a license, a FINRA
broker-dealer must submit the following items to the FINRA/CRD:

(a) A broker-dealer renewal
fee as set in OAR 441-175-0002; and

(b) A salesperson renewal fee
as set in OAR 441-175-0002 for each salesperson to be renewed.

(3) Failure to file a complete
renewal application prior to December 31 shall result in termination of the broker-dealer
license and all affiliated salesperson licenses as of December 31.

(4) If a FINRA broker-dealer
satisfies the director that failure to file a complete renewal application prior
to December 31 was due to inadvertent oversight and, the FINRA broker-dealer does
complete the renewal application by January 31, the director shall reinstate the
effected licenses.

Renewal of the Licenses
of Non-FINRA Broker-Dealers or State Investment Advisers, and Their Salespersons
or Investment Adviser Representatives

(1) The licenses of a non-FINRA
broker-dealer or state investment adviser (employer), and the licenses of their
salespersons or investment adviser representatives, expire 12 months following the
date of original licensing or last renewal of the license of the employer unless
otherwise renewed pursuant to this rule. Provided, however, that any license of
a state investment adviser or investment adviser representative who has filed an
application through IARD will expire on December 31 of each year unless renewed
through IARD.

(2) In order to prevent automatic
expiration of an order of licensing or renewal, an applicant for renewal should
file a complete application no less than 30 days prior to the expiration date of
the current order of licensing or renewal. Applications not timely filed will be
processed, but no assurance can be given that an order of renewal will be issued
prior to expiration of a previous order.

(3) Incomplete applications
will not be processed.

(4) To renew a license, a state
or federal covered investment adviser which has previously licensed through IARD
must submit the following items to the IARD, to the extent the IARD is capable of
accepting those items, and otherwise to the director:

(a) An employer renewal fee
as set in OAR 441-175-0002;

(b) A renewal fee as set in
OAR 441-175-0002 for each licensed investment adviser representative;

(c) Any amendments to Form ADV or Form U-4, pursuant to OAR
441-175-0105, which have not previously been submitted.

(5) To renew a license, a non-FINRA broker-dealer
must submit the following items to the director:

(a) A non-FINRA broker-dealer
renewal form;

(b) An amended Form BD or ADV,
pursuant to OAR 441-175-0105, if there have been material changes since the most
recent filing of the appropriate form;

(c) The name of the person who
is the supervisor of the employer's operations. When a new supervisor is appointed,
the employer must file the change with the director;

(d) A salesperson renewal form
for each salesperson to be renewed, signed by both the salesperson and the employer;

(e) An employer renewal fee
as set in OAR 441-175-0002, except as provided in section (7) of this rule;

(f) A salesperson renewal fee
as set in OAR 441-175-0002 for each salesperson to be renewed, except as provided
in section (7) of this rule; and

(6) If the applicant for renewal
is an Oregon based state investment adviser, the renewal applicant must submit the
following financial information:

(a) If the investment adviser
has or will have custody of client funds or securities, or will require payment
of advisory fees six months or more in advance and in excess of $500 per client,
the latest annual balance sheet which must be audited by an "independent accountant,"
as defined pursuant to OAR 441-175-0010(8);

(b) For all other investment
advisers, the latest annual balance sheet which may be audited, reviewed or compiled,
prepared by an "independent accountant," as defined pursuant to OAR 441-175-0010(8);
and

(c) If the latest annual balance
sheet and statement of income or operations is not current within 90 days of renewal,
an interim balance sheet must be submitted.

(7) Any federal or state investment
adviser transitioning onto IARD shall pay a prorated renewal fee for the employer
and any previously licensed investment adviser representative in the year of the
transition calculated from the month the existing notice filing or license expires,
as shown in the following table: [Table not included. See ED. NOTE.]

(1) Each person holding a license or applying for a license issued under ORS 59.005 to 59.370, who desires to operate under a trade name or an assumed business name must submit the following to the Director for each name to be used:

(a) A completed application, with an original signature, on a form approved by the Director; and

(b) A non-refundable filing fee as set in OAR 441-175-0002.

(2) An order issued by the Director authorizing the licensee to operate under the trade name or assumed business name shall remain in effect until the order is:

(a) Suspended or revoked pursuant to ORS 59.205; or

(b) Cancelled pursuant to ORS 59.225.

(3)(a) Any person using a trade name or assumed business name pursuant to an order issued by the Director must, within 30 days after any change of information, notify the Director in writing of any change in address, contact name, phone number or fax number.

(b) Any person making a change in the trade name or assumed business name must submit a new notice and filing fee as provided in Section (1) of this rule.

(1) Scope of rule. This rule applies to dissemination by firms or individuals of information about securities-related services or products on the Internet, except for any firms or individuals located in Oregon. As used in this section, the term "Internet" is to be construed liberally to include all proprietary or common carrier electronic systems or similar media.

(2) Solely disseminating information on the Internet concerning securities-related services or products offered by a firm or individual shall not be deemed to be "transacting business" in this state for purposes of ORS 59.165(1), provided the Internet communication:

(a) Is limited to general information on products or services;

(b) Prominently and conspicuously states that the firm or individual may only transact business in this state if first licensed or excluded from licensing requirements;

(c) Clearly states that follow-up, individualized responses to persons in this state using any contact method by such firm or individual, that involve either the effecting or attempting to effect transactions in securities, or the rendering of personalized investment advice for compensation, will not be made absent compliance with Oregon licensing requirements or a valid exclusion from licensing; and

(d) Contains mechanisms, including and without limitation, technical firewalls or other implemented policies and procedures, designed reasonably to ensure that prior to any subsequent, direct communication with prospective customers or clients in this state, said firm or individual has completed any applicable licensing or notice filing process in this state, or qualifies for an exclusion from such requirement.

(3) In the case of an individual who is a broker-dealer salesperson or an investment adviser representative, the Internet communication must further:

(a) Be authorized by the firm with which the individual is affiliated;

(b) Clearly disclose the affiliation with the broker-dealer or investment adviser firm;

(c) Be within the scope of authority granted to the individual by his or her firm; and

(d) Be reviewed and approved for content by a principal of the broker-dealer or investment adviser firm.

The official copy of an Oregon Administrative Rule is
contained in the Administrative Order filed at the Archives Division,
800 Summer St. NE, Salem, Oregon 97310. Any discrepancies with the
published version are satisfied in favor of the Administrative Order.
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